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Lower House readies corporate law mini-reform Politics valorinternational.txt
Congressman Luciano Vieira is high stake pokerthe bill's rapporteur: he calls for vote only on September 16 — Foto: Vinicius Loures/Camara dos Deputados After nearly two years of discussion, Brazil's Chamber of Deputies may vote this week on a bill that would change the Corporations Act. Speaker Hugo Motta (Republicans of Paraíba) has signaled he will put it to a vote with support from the Finance Ministry. The bill even entered Wednesday's (4) agenda but was not considered. The rapporteur, Congressman Luciano Vieira (Republicans of Rio de Janeiro), however, argues that the vote should be held on September 16. The new text returns to the model advocated by the Finance Ministry in which all shareholders of the same class are automatically included in collective actions seeking to hold administrators, controlling shareholders, or intermediaries liable. This liability would occur for damages caused to the company or capital markets through non-compliance with Brazil’s Securities and Exchange Commission (CVM) regulations. In the previous version of the report, only those investors who signed an adhesion agreement would be part of the collective action, in a model called “opt-in.” With the return to the proposal advocated by the Finance Ministry, all investors of the same type and class of securities are automatically included. Thus, the ruling applies to everyone, except for those who exit and decide to file individual lawsuits, a modality known as opt-out. The bill was sent by the government in 2023 following the Americanas accounting scandal and is part of the Finance Ministry’s microeconomic agenda. The matter remained stalled until March of this year, when it was attached to proposals on the Public Procurement Law and circular economy, in a “rider” strategy to accelerate voting on the floor. The text establishes the civil liability of administrators and controlling shareholders in cases of violation of market disclosure rules. It also includes express provision for collective civil actions for compensation of damages to investors, in a model similar to class actions filed in the United States. For the Finance Ministry, the bill is ready for voting, and the assessment is that the opinion presented by the rapporteur is “balanced,” the result of a long period of negotiations between government, investors, and companies. Sources from the economic team say that the return to the “opt-out” model was a direct request from the government. The argument is that the opt-in version made the mechanism ineffective, since there is already the possibility for individual investors to file lawsuits on their own behalf. The Brazilian Association of Public Companies (ABRASCA) is critical of the change, evaluating that the alteration could bring “excessive incentives” and is not the ideal model for the Brazilian market. On the other end, the Capital Markets Investors Association (AMEC) argues that the logic of collective lawsuits is to include all investors. The rapporteur’s opinion maintained at 5% of total shareholding, which is the current threshold, the minimum for investors to be able to file collective actions. The Finance Ministry proposed 2.5%, but the lawmaker had already returned to the 5% threshold in a previous version of the report. For AMEC, the threshold is high and restricts the instrument’s effectiveness. “Few investor groups reach this threshold, and the practical effect is to limit access to reparations,” said Fábio Coelho, the association’s executive president. ABRASCA, however, defends the percentage adopted by the rapporteur. “The 5% minimum is consistent with the Corporations Act. Reducing this percentage to 2.5% would open space for actions without proper representation,” says the trade group’s executive president, Pablo Cesário. Another sensitive point is the rapporteur’s wording regarding the prize, of up to 20% of compensation, for the authors of collective actions. The exact amount would be defined by the judge. For Mr. Coelho, the indefinition creates insecurity. “The investor may not have sufficient incentive to bear the costs of a collective action,” he added. ABRASCA evaluates as positive that the 20% is a ceiling, with fees calculated on compensation, to avoid inflated requests. The initial version of the bill fixed the financial prize for collective action authors at 20%. The rapporteur accepted the companies’ plea that the text not define the value and that the percentage corresponds to the maximum prize amount. Despite minor divergences, both investors and companies consider that the text is within expectations. The greatest resistance is related to the other proposals to which the text is attached, such as the section that creates the National Circular Economy Policy, with responsibilities for various sectors and the imposition of fines. This article was translated from Valor Econ?mico using an artificial intelligence tool under the supervision of the Valor International editorial team to ensure accuracy, clarity, and adherence to our editorial standards. Read our Editorial Principles.
